FROM: Shawn Smart, RNA Co-Chair
===============================

Neighbors:

Attached is the final draft in content of our bylaws
approved on March 11, 2003. Editors able to detect and
correct glaring grammer and spelling errors appreciated.

Voting privileges, election of officers; creation of a
board were controversial issues.

I suggest to neighbors in disagreement with the final
product that you observe how things go and to continue to
participate in our evolutionary process. Shawn (acting co
chair).

Going forward, I hope neighbors will consider RNA "A" voice
and forum for the neighborhood. There is no such thing as
"the" voice for the neighborhood. Riverwest is diverse. We
recognize and respect different points of view. We will not
always be able to synthesize them all. We will do what we
can to promote quality of life in our great neighborhood.

Shawn (acting co chair).

---

Bylaws issues, suggestions from RNA Members:

1. Typos: Capital to Capitol; EVA to RNA.

2. If RNA purports to speak for the neighborhood, how shall
the organization ensure the gathering of input from all of
the neighborhood? Also, how will election of officers be
conducted so that all who want to vote can vote? In
particular, shall a mechanism be developed to allow for
absentee voting? Does RNA speak for the neighborhood.

3. It was suggested that individuals who live on or east of
Richards Street be able to become members of the RNA.

4. It was suggested that the northern limit of RNA be the
City limits.

5. Should decision-making be based on voting or consensus?

6. Should the voting membership be limited to those who
reside in Riverwest?

7. Should there be a Board beyond the elected officers?

8. It was suggested that voting be limited to constituent
members who have attended at least two meetings.

9. Timing of elections and when should service terms begin.

10. No self nominations.

11. Two vice chairs ie: one perhaps from north of Locust
and one from south of Locust.

12. Will there be a RNA Newsletter? If not, at least in
the beginning, could the Riverwest Currents be the vehicle
for sharing information with the community?

---

BYLAWS of the Riverwest Neighborhood Association
Milwaukee, Wisconsin (Approved: March 11, 2003)

ARTICLE I: Name
The name of this Corporation is the Riverwest Neighborhood
Association, Inc., herein referred to as RNA.

ARTICLE II: Geographic Boundaries of Riverwest Defined

Section 1: The Riverwest neighborhood is bounded by
Capitol Drive to the north, Milwaukee River to the east and
south, Holton Street to the west.

Section 2: Riverwest is a neighborhood, adjoining other
neighborhood, some of which may have resident or business
organizations. Nothing in this section shall be construed
to mean interests and activities are confined to this
geographical area. Furthermore, residents as far west as
Richards Street who associate themselves with Riverwest
will be allowed full membership in RNA.

ARTICLE III: Purpose and Mission
The purpose of the RNA shall be to engage in any lawful
activities authorized by Chapter 181 of the Wisconsin
Statutes. The Corporation is organized exclusively for
charitable, educational, and/or scientific purposes within
the meaning of Section 501(c)(3) of the Internal Revenue
Code. To the extent consistent with the above general
purposes, without limiting other activities it may
undertake in furtherance of such objectives and purposes,
the Corporation shall:

Section 1: EDUCATION, COLLABORATION & COOPERATION

Subsection A: Promote information about the history of the
Riverwest neighborhood and surrounding environs.

Subsection B: Identify and help publicize the advantages of
living, working, and recreating in the neighborhood and its
surrounding environs.

Subsection C: Improve communication within and outside of
the neighborhood concerning public housing, schools, public
safety, parking, noise, and other community needs and
concerns.

Subsection D: Explore, promote and implement projects
designed to improve the quality of life for those who live,
work, conduct business, and recreate in the area.

Subsection E: Collaborate and cooperate with neighbors,
area businesses, religious groups, and community
organizations to help promote the quality of life for those
working, living, and recreating here.

Section 2: PROHIBITED ACTIVITIES
Subsection A: No substantial part of the activities of
the Corporation shall be the carrying on of propaganda, or
otherwise attempting to influence legislation.

Subsection B: The Corporation shall not in any way
participate in any political campaign on behalf of or in
opposition to any candidate for public office.

Subsection C: The Corporation's primary activity will not
be the operating of a social club.

Subsection D: The Corporation will not carry on a
business with the general public in a manner similar to
organizations which are operated for profit.

Subsection E: No part of the net earnings of the
Corporation shall inure to the benefit of, or be
distributable to any member, director or officer of the
Corporation, or any other private person, except that the
Corporation shall be authorized and empowered to pay
reasonable compensation for services rendered to or for the
Corporation and to make payments and distributions in
furtherance of the purposes set forth in Article III
hereof.

Subsection F: Notwithstanding any other provision of
these Bylaws, this Corporation shall not, except to an
insubstantial degree, engage in any activities or exercise
any powers that are not in furtherance of the purposes of
this Corporation.

ARTICLE IV: Membership

Section 1: MEMBERSHIP CATEGORIES DEFINED
Subsection A: A Constituent Member is defined as any
individual whom resides within the stated geographic
boundaries.

Subsection B: An Affiliate Member shall be defined as any
individual, business, or organization, which shares the
purposes of the RNA but who does not reside within the
stated geographic boundaries of the neighborhood.

Section 2: DUES AND BENEFITS
Dues and benefits of membership shall be determined
annually by the Board of Directors.

Section 3: PROOF FOR MEMBERSHIP
Driver's license, Wisconsin ID, or any utility bill or
other document showing resident's name and address within
the stated geographic limits of the RNA shall constitute
adequate proof of membership as a Constituent Member.

Section 4: APPLICATION FOR MEMBERSHIP
There will be no formal application for membership.
Constituent and Affiliate members will provide mailing
address, phone and other contact information for the RNA
mailing list and to assist in confirming meeting attendance
as needed.

ARTICLE V: Membership Meetings

Section 1: GENERAL MEETINGS
General Meetings of the RNA will be monthly. Dates and
locations to be determined by the Board of Directors, and
announced publicly through the Riverwest Currents, its web
page, RNAmail or any other media as determined by the
Board.

Section 2: AGENDA
The agenda of the General Meetings will include but not be
limited to: introductions, announcements, Officer's
Reports, Committee Reports, Old Business, New Business, and
adjournment. There will be opportunity for networking and
socializing before and after the meeting.

Section 3: VOTING

All Constituent Members are entitled to vote during General
Meetings in which business is conducted. Absentee and proxy
voting is not allowed. New constituent members are entitled
to vote at the first meeting that they attend.

Section 4: DECORUM
The current edition of Robert's Rule of Order will be used
as a resource for maintaining decorum when needed. Meeting
presiders may limit discussion due to time constraints at
their discretion.

ARTICLE VI: Elections for Officers and Board of Directors

Section 1: OFFICERS
Four elected officers of the RNA include two
co-Chairpersons serving staggered terms, one of whom will
serve as the Chairperson, and the other as
Chairperson-Elect; Secretary; and Treasurer. In addition to
these four officers, an additional three to five At-Large
Board Members will be elected.

Section 2: TERMS OF OFFICE
The Chairperson-Elect will be elected every year to a
2-year term in the autumn of odd years, starting in 2003,
the first year serving in the position of
Chairperson-Elect, the second year serving in the position
of Chairperson. The Treasurer will be elected to a 2-year
term in odd years, starting in 2003. The Secretary will be
elected to a 2-year term in even years, starting in 2003.
At-Large Board Members will be elected to one-year
positions, annually. In the fall of 2001 only, the offices
of Chairperson and Secretary will be elected to a one-year
term only.

From the time that these Bylaws are approved until the time
of installation of the newly elected Officers and Board
members (Article VI Section 9 below), the Board will be
comprised of the incorporating Board members as identified
in Article XIII Section 3 below, who will serve in the
capacity of officers and At-Large Board positions.

Section 3: ELIGIBILITY AND QUALIFICATIONS OF CANDIDATES
Candidates for office and the Board must be a Constituent
Members of the RNA.

Section 4: NOMINATION OR SELF-DECLARATION OF CANDIDACY
Nomination of candidacy shall be permitted in the election
of officers and Board members, which will take place at the
early fall General Meeting. Although nominees need not be
present to be nominated or elected, they must give their
permission to be elected. Self-Declaration of Candidacy
shall not be permitted.

Section 5: TIME OF ELECTIONS
The Officers and up to 5 additional Board members will be
elected at the last General Meeting of the year.

Section 6: ELIGIBILITY OF VOTERS
The Treasurer verifies eligibility of members to vote at
the final General Meeting of the year.

Section 7: ELECTION PROCEDURES
Voting shall be in person at the second to last General
Meeting of the year. No absentee ballots or ballots by mail
or proxy will be permitted.

Section 8: VOTE NECESSARY TO ELECT
Officers and Board Members shall be elected by a simple
majority of the votes cast. In the case of a tie, a second
vote will be held. In the event of a second tie, a lot will
be drawn by a person chosen by the presider of that
meeting.

Section 9: TIME WHEN NEW OFFICERS ARE INSTALLED
The term of office for all elected officers shall begin at
the adjournment of the final General Meeting of the year.

Section 10: VACANCY IN OFFICE
In the event of a vacancy occurring in any office or the
Board for any reason, the unexpired portion of the term of
said office may be filled by appointment of the Board of
Directors until the next regularly scheduled election.

ARTICLE VII: Board of Directors

Section 1: COMPOSITION
This Board of Directors is comprised of the four elected
officers and a minimum of 3 to a maximum of 5 elected
representatives from the geographic area described in
Article II Section 1. The Directors who are not included as
the four elected officers will be known as "At-Large Board
Members."

Section 2: VACANCY OF OFFICE
Remaining Board members shall be empowered to appoint
another member to fill an unexpected vacancy of office due
to resignation, incapacitation or for other dereliction of
duties to serve the unexpired term until the next election,
within 2 months of the vacancy.

Section 3: BOARD MEETINGS
The Board shall attempt to meet monthly, but not less than
6 times in each calendar year. A majority of the Board may
call for a meeting at other times. Board members will be
notified of monthly meetings at least two weeks before the
scheduled meeting dates. RNA members will be notified and
invited to attend.

Section 4: QUORUM
A majority of sitting Directors shall constitute a quorum
for the transaction of business.

ARTICLE VIII: Duties of Officers and Board

Section 1: CHAIRPERSON
a. Shares responsibilities with Chairperson-Elect.
b. Submits receipts to treasurer for prompt reimbursement
c. Signs contracts for the corporation as directed by the
Board
d. Maintains budget as approved by the membership
e. Liaison with other neighborhood associations or
designates liaison
f. Shares responsibilities for presiding over meetings
with chairperson-elect
g. Participates in monthly Board meetings and other
relevant activities
h. Serves as a co-signatory for the bank savings/checking
account
i. Other responsibilities as needed to effectively fulfil
the office.

Section 2: CHAIRPERSON-ELECT
a. Assumes duties of the Chairperson in the absence of, or
inability of the Chairperson to fulfill their
responsibilities.
b. Submits receipts to treasurer for prompt reimbursement
c. Maintains budget as approved by the membership
d. Shares responsibilities with Chairperson
e. Participates in monthly Board meetings and other
relevant activities
f. Other responsibilities as needed to effectively fulfill
the office.

Section 3: SECRETARY
a. Assumes duties of the Chairperson in the absence of or
inability of the Chairperson-Elect to fulfill their
responsibilities.
b. Responsible for attendance and minutes of all meetings
c. Submits receipts to treasurer for prompt reimbursement
d. Maintains budget as approved by the membership
e. Participates in monthly Board meetings and other
relevant activities
f. Other responsibilities as needed to effectively fulfill
the office.

Section 4: TREASURER
a. Assumes duties of the Chairperson in the absence of or
inability of the Chairperson-Elect, and Secretary to
fulfill their responsibilities.
b. Collects receipts and dispenses expenditures
c. Maintains accurate list of eligible member addresses
d. Maintains budget as approved by the membership
e. Maintains bank account
f. Submits necessary forms to state and federal taxing
agencies
g. Submits necessary reports as required by law and these
Bylaws
h. Participates in monthly Board meetings and other
relevant
activities
i. Serves as a co-signatory for the bank savings/checking
account
j. Other responsibilities as needed to effectively fulfil
the office.

Section 5: AT-LARGE BOARD MEMBERS
a. Participates in monthly Board meetings and other
relevant activities
b. Other responsibilities as needed to effectively fulfill
Board activities.

Section 6: REMOVAL FROM OFFICE
Board members and officers may be automatically removed
from their positions for the following reasons: Failing to
resign after moving from the RNA neighborhood and losing
status as a Constituent Member; Incapacitation; Unexcused
absence from three consecutive meetings; Dereliction of
duties.

ARTICLE IX: Finances, Budget & Treasury

Section 1: RESPONSIBILITY FOR MAINTAINING
The treasurer in conjunction with other members of the
Board, will provide an annual budget to the Membership for
approval.

Section 2: FISCAL YEAR
The fiscal year shall coincide with the calendar year,
January 1 through December 31.

Section 3: REMUNERATION OF BUDGETED EXPENSES
Expenses covered in the annual budget approved by the Board
and membership can only be reimbursed without further
consideration. Requests for reimbursement of unbudgeted
expenses with justification must be submitted to the Board
for approval, prior to dispersal of funds. Incidental
expenses of less then $100.00 will be reimbursed upon board
approval; greater then $100.00 upon membership approval
with provision of a receipt to the treasurer.

Section 4: TWO OF THREE SIGNATORIES REQUIRED
The signatures of the Treasurer and the President or Vice
President/President-Elect are required for the dispersal of
any funds from any bank account.

Section 5: TREASURY REPORTS
The name and address of the financial institution, and
balance shall be published in the RNA Newsletter at least
once yearly as part of a Treasury Report.

ARTICLE X: Committees

Standing or Ad Hoc Committees may be established by the
Board and/or the Membership through action at the General
Meetings. Activities of committees will be consistent with
the function, ideals, and intent of the Corporation. Each
committee shall designate a chairperson, who will serve as
the recognized spokesperson for the committee in the area
of each committee's function, and report that committee's
activities to the Board.

ARTICLE XI: Organizational Affiliations

Section 1:
RNA may choose to affiliate with any organization whose
goals are consistent with those of the RNA.

Section 2:
RNA will not affiliate with any organization that
discriminates on the basis of sex, income, age, sexual
orientation, religion, disability, or national origin, or
any organization with goals that are incompatible with
those of the RNA.

Section 3:
RNA Membership may approve or remove an organizational
affiliation at any time.

ARTICLE XII: Indemnification
Each current and former Director of the Board shall be
indemnified by the Riverwest Neighborhood Association
against liability while acting properly for the RNA on its
behalf. If the Directors approve by appropriate resolution,
such indemnification may include reasonable attorney's fees
and expenses actually and necessarily incurred in defense
of an action, suit or proceeding brought against such a
person. Such indemnification may be achieved through
liability insurance.

ARTICLE XIII: Amendments

Section 1: PROCEDURE
The power to amend Bylaws shall be vested solely by the
Membership at a General Meeting over two successive
meetings. Motions for an amendment shall be presented as a
"first reading" at a General Meeting; it will then be voted
on after a "second reading" at the next regular General
Meeting.

Section 2: INITIATION OF MOTIONS
A motion for an amendment or repeal of Bylaws, or adoption
of new Bylaws shall be initiated by the Board or an
individual Member.

Section 3: CHANGES OR AMENDMENTS
Changes to an amendment, or amendments to an amendment, may
be considered after the second reading, as long as there
are no substantive changes to the original amendment.

Section 4: VOTING
Amendments require consensus of no less then 10 members
attending, for adoption. Absentee or proxy ballots are not
allowed. Motions that fail may be reintroduced at any time,
although this process must be repeated.

ARTICLE XIV: Initial Approval of Bylaws
[newly renumbered, approved 03/11/03.]

Section 1: ADOPTION
These Bylaws must be adopted by a consensus of at least 10
members attending a General Meeting.

Section 2: ANNIVERSARY DATE
The RNA was founded by neighbors in 2000. Application for
Wisconsin non-profit corporate status and IRS 501 (c)(3)
status was authorized in ?????

Section 3: INCORPORATING BOARD
The incorporating Board includes the following RNA members: